SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FELDENKREIS OSCAR

(Last)

(First)

(Middle)

3000 N.W. 107TH AVENUE

(Street)

MIAMI

33172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERRY ELLIS INTERNATIONAL INC [ PERY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2012		M		225,000	A	$9.5	600,000⁽¹⁾	D
Common Stock								4,350⁽²⁾	I	See Footnote
Common Stock								842,686⁽³⁾	I	See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$9.5	01/03/2012		M			225,000	12/05/2002	12/04/2012	Common Stock	225,000	$0	0	D
Stock Appreciation Right	$28.38							04/11/2012⁽⁴⁾	04/10/2018	Common Stock	57,894		57,894	D
Stock Appreciation Right	$24.93							04/19/2011⁽⁵⁾	04/18/2017	Common Stock	70,674		70,674	D
Stock Options	$4.63							03/18/2010⁽⁶⁾	03/17/2019	Common Stock	250,000		250,000	D
Stock Options	$16.593							03/04/2004	03/03/2014	Common Stock	67,500		67,500	D

Explanation of Responses:

1. Includes 375,000 restricted shares of the Company's common stock, which generally vest 100% on Mr. Feldenkreis' 60th birthday, provided that he is still an employee of the Company on such date, and the Company has met certain performance criteria.

2. Owned by the Oscar Feldenkreis Revocable Trust UAD 05/06/11, of which the Reporting Person is Trustee.

3. Owned by a limited partnership of which the Reporting Person is the sole shareholder of the general partner and the sole limited partner.

4. The shares subject to the stock appreciation right shall vest and become exercisable as follows: 19,298 shares on April 11, 2012; 19,298 shares on April 11, 2013; and 19,298 shares on April 11, 2014.

5. The shares subject to the stock appreciation right shall vest and become exercisable as follows: 23,558 shares on April 19, 2011; 23,558 shares on April 19, 2012; and 23,558 shares on April 19, 2013.

6. The shares subject to the option shall vest and become exercisable as follows: 125,000 shares on March 18, 2011 and 125,000 shares on March 18, 2012.

	/s/ Oscar Feldenkreis	01/05/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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